(b) the appointments of the members of the former agency are terminated, and all rights and obligations of the members in relation to or under those appointments are extinguished;

(c) the rights and property of the former agency are vested in the government; and

(d) all liabilities and obligations of the former agency are assumed by the government.

Continuation of proceedings

38.1(3) A legal proceeding or action commenced by or against the former agency may be continued by or against the new agency as if it were the former agency.

Judicial review of former agency's decisions

38.1(4) If a person commences a legal proceeding for judicial review of a decision or action of the former agency, the proceeding must be taken against the new agency.

Transitional — regulations

38.1(5) A regulation made by the former agency that is in effect on the coming into force of this section remains in effect and may be amended, repealed or enforced by the new agency.

Transitional — applications and petitions

38.1(6) If the former agency has not completed its consideration of an application under Part 3 of the Act or a petition under Part 4 of the Act, the new agency must deal with the application or petition as if it had been made to the new agency.

Transitional — determinations and certifications

38.1(7) Nothing in this section affects a determination or certification made by the former agency.

1(7) The centred heading "C.C.S.M. REFERENCE AND COMING INTO FORCE" is added before section 39.

12.1 A majority of the Manitoba council members in office is a quorum. A decision of the majority of the Manitoba council members present at a meeting or conducting a hearing is a decision of the Manitoba council.

2(6) Clause 14(f) is amended by adding ", or The Agricultural Producers' Organization Funding Act" at the end.

(a) establish panels of the Manitoba council, each comprising one or more council members, to determine matters before the Manitoba council under this Part, or to perform or exercise other duties, functions or powers of the Manitoba council under this Part;

(b) terminate an appointment to a panel;

(c) fill a vacancy on a panel;

(d) refer a matter that is before the Manitoba council under this Part to a panel or a matter that is before a panel to another panel; and

(e) assign a duty or function of the Manitoba council under this Part to a panel or from one panel to another.

Panel chair

21.1(2) If the chair establishes a panel comprising more than one member, the chair must designate one of those members as chair of the panel.

Majority decision of panel

21.1(3) A decision of the majority of the members of a panel is a decision of the panel.

Powers of panels

21.1(4) A panel has all the powers of the Manitoba council necessary to determine the matter or perform or exercise the duties, functions or powers in respect of which the panel was established.

Decision of panel is a decision of the Manitoba council

21.1(5) A decision of a panel about any matter being decided by it is a decision of the Manitoba council about the matter.

Section 12.1 does not apply

21.1(6) Section 12.1 does not apply in relation to a panel established under this section.

39(5) By order in council, the Lieutenant Governor in Council may specify who is responsible for paying the remuneration and expenses of the appeal tribunal's members in connection with different categories of matters coming before the tribunal.

Quorum and majority decision

39(6) A quorum of the appeal tribunal is three members. A decision of the majority of the tribunal members present at a meeting or conducting a hearing is a decision of the tribunal.

3(7) Section 43 is amended by adding "in an appeal in which the corporation is a party" after "tribunal".

3(8) The following is added after section 43 and before the centred heading that follows it:

Protection from liability

43.1 No action or proceeding may be brought against a member of the appeal tribunal for anything done or omitted to be done, in good faith, in the exercise or performance, or intended exercise or performance, of a power, function or duty under this Act or a regulation under this Act, or under another Act or regulation under which an appeal is assigned to the tribunal.

(b) the former appeal board, consisting of the members of the board in office on the day before this section came into force, is continued;

to the extent necessary to permit the former appeal board to complete any matter in relation to which it has heard or considered evidence or submissions before the coming into force of this section.

Other matters before the former appeal board

37(3) Except in the circumstances described in subsection (2), all matters before the former appeal board when this section comes into force must be dealt with in accordance with this Act by the appeal tribunal.

Judicial review of decisions of former appeal board

38 If a person commences a legal proceeding for judicial review of a decision or action of the former appeal board, the proceeding must be taken against the appeal tribunal.

Transitional regulations

39 The Lieutenant Governor in Council may make regulations respecting any transitional or other problem resulting from the disestablishment of the former appeal board.

4.1 To avoid doubt, when performing a duty or function or exercising a power assigned or granted to it under any other Act, or by the Lieutenant Governor in Council or the minister as described in subsection 5(1), the board has the same powers as it has in its role under this Act.

5(10) Subsection 5(1) of the English version is amended by striking out "rights" and substituting "powers".

28 At any time, a farmer, a farmer's creditor or a farmer and creditor together may, by notice in writing to the chair, request the board

(a) to assist in reviewing the financial arrangements between the farmer and any or all of the farmer's creditors with a view to bringing about an arrangement for payment or other settlement of the farmer's debts to the creditors without resort to legal proceedings; or

(b) to provide such other assistance to the farmer as may be requested in the notice.

32 No action or proceeding may be brought against the board, a member of the board, an employee appointed as permitted by subsection 3(9) or any other person acting under the authority of this Act for anything done or omitted to be done, in good faith, in the exercise or performance, or intended exercise or performance, of a power, function or duty under this Act or a regulation under this Act.

(b) the former board, consisting of the members of the board in office on the day before this section came into force, is continued;

to the extent necessary to permit the former board to complete any matter in relation to which it has heard or considered evidence or submissions before the coming into force of this section.

Other matters before the former board

39.2(3) Except in the circumstances described in subsection (2), all matters before the former board when this section comes into force must be dealt with in accordance with this Act by the current board.

Legal proceeding or action by or against former board

39.3 A legal proceeding or action commenced by or against the former board may be continued by or against the current board as if it were the former board and the former Act were still in force.

Judicial review of decisions of former board

39.4 If a person commences a legal proceeding for judicial review of a decision or action of the former board, the proceeding must be taken against the current board.

(a) the peer advisory committee established by subsection 26(1) of the former Act and any peer advisory panels established under subsection 29(1) of the former Act are disestablished; and

(b) the appointments of the members of the peer advisory committee and those panels are terminated, and all rights and obligations of the members in relation to or under those appointments are extinguished.

Limited continuation of former Act and peer advisory panels

39.5(2) Despite subsection (1), if a peer advisory panel established under Part VI of the former Act has, before the coming into force of this section, heard or considered evidence or submissions about the matter in respect of which it was established,

(a) Part VI of the former Act continues in force; and

(b) the peer advisory panel is continued;

to the extent necessary to permit the panel to complete the matter.

Other matters before the former peer advisory committee or panels

39.5(3) Except in the circumstances described in subsection (2), all matters before the peer advisory committee or a peer advisory panel under the former Act when this section comes into force must be dealt with in accordance with this Act by the current board.

Orders continued

39.6 All orders made by the former board before the coming into force of this section, but not yet expired or spent, are continued in force and may be enforced or otherwise dealt with by the current board as though they had been made by it.

Transitional regulations

39.7 The Lieutenant Governor in Council may make regulations respecting any transitional or other problem resulting from the dissolution of the former board.

5(21) The following Part heading is added immediately before section 40:

13(1) No action or proceeding may be brought against the board, a member or employee of the board or any other person acting under the authority of this Act for anything done or omitted to be done, in good faith, in the exercise or performance, or intended exercise or performance, of a power, function or duty under this Act or a regulation made under this Act.

(b) the former board, consisting of the members of the board in office on the day before this section came into force, is continued;

to the extent necessary to permit the former board to complete any matter in relation to which it has heard or considered evidence or submissions before the coming into force of this section.

Other matters before the former board

20(3) Except in the circumstances described in subsection (2), all matters before the former board when this section comes into force must be dealt with in accordance with this Act by the current board.

Legal proceeding or action by or against former board

21 A legal proceeding or action commenced by or against the former board may be continued by or against the current board as if it were the former board and the former Act were still in force.

Judicial review of decisions of former board

22 If a person commences a legal proceeding for judicial review of a decision or action of the former board, the proceeding must be taken against the current board.

Orders continued

23 All orders made by the former board before the coming into force of this section, but not yet expired or spent, are continued in force and may be enforced or otherwise dealt with by the current board as though they had been made by it.

Transitional regulations

24 The Lieutenant Governor in Council may make regulations respecting any transitional or other problem resulting from the disestablishment of the former board.

7 No action or proceeding may be brought against the board, a member or employee of the board or any other person acting under the authority of this Act for anything done or omitted to be done, in good faith, in the exercise or performance, or intended exercise or performance, of a power, function or duty under this Act or a regulation made under this Act.

(b) the former board, consisting of the members of the board in office on the day before this section came into force, is continued;

to the extent necessary to permit the former board to complete any matter in relation to which it has heard or considered evidence or submissions before the coming into force of this section.

Other matters before the former board

62.2(3) Except in the circumstances described in subsection (2), all matters before the former board when this section comes into force must be dealt with in accordance with this Act by the current board.

Legal proceeding or action against former board

62.3 A legal proceeding or action commenced against the former board may be continued against the current board as if it were the former board and the former Act were still in force.

Judicial review of decisions of former board

62.4 If a person commences a legal proceeding for judicial review of a decision or action of the former board, the proceeding must be taken against the current board.

Orders continued

62.5 All orders made by the former board before the coming into force of this section, but not yet expired or spent, are continued in force and may be enforced or otherwise dealt with by the current board as though they had been made by it.

Transitional regulations

62.6 The Lieutenant Governor in Council may make regulations respecting any transitional or other problem resulting from the disestablishment of the former board.

8.1 No action or proceeding may be brought against the board, a member or employee of the board or any other person acting under the authority of this Act for anything done or omitted to be done, in good faith, in the exercise or performance, or intended exercise or performance, of a power, function or duty under this Act or a regulation made under this Act.

8(7) The following is added after section 14 and before the centred heading that follows it:

DISESTABLISHMENT OF FORMER BOARD AND TRANSITIONAL PROVISIONS

Definitions

14.1 The following definitions apply in this section and sections 14.2 to 14.6.

(b) the former board, consisting of the members of the board in office on the day before this section came into force, is continued;

to the extent necessary to permit the former board to complete any matter in relation to which it has heard or considered evidence or submissions before the coming into force of this section.

Other matters before the former board

14.2(3) Except in the circumstances described in subsection (2), all matters before the former board when this section comes into force must be dealt with in accordance with this Act by the current board.

Legal proceeding or action by or against former board

14.3 A legal proceeding or action commenced by or against the former board may be continued by or against the current board as if it were the former board and the former Act were still in force.

Judicial review of decisions of former board

14.4 If a person commences a legal proceeding for judicial review of a decision or action of the former board, the proceeding must be taken against the current board.

Orders continued

14.5 All orders made by the former board before the coming into force of this section, but not yet expired or spent, are continued in force and may be enforced or otherwise dealt with by the current board as though they had been made by it.

Transitional regulations

14.6 The Lieutenant Governor in Council may make regulations respecting any transitional or other problem resulting from the disestablishment of the former board.

PART 2

ECONOMIC DEVELOPMENT, TRADE AND INVESTMENT CORPORATIONS

Manitoba Development Corporation Act enacted

9The Manitoba Development Corporation Act set out in Schedule A, which amalgamates the Manitoba Development Corporation, the Economic Innovation and Technology Council and The Manitoba Trade and Investment Corporation, is hereby enacted.

13(3) Subsection 18(3) is amended by striking out everything after "representatives" and substituting "each of whom

(a) is not a member or former member of the association or a parent, spouse, common-law partner, brother, sister or child of a member;

(b) is not employed by a member of the association; and

(c) is not an officer or employee of, and does not have a pecuniary interest in, a firm or corporation that practises veterinary medicine."

13(4) Subsection 18(4) is amended by striking out ", with the approval of the minister,".

PART 4

ETHNOCULTURAL AND IMMIGRATION COUNCILS

Manitoba Advisory Council on Citizenship, Immigration and Multiculturalism Act enacted

14The Manitoba Advisory Council on Citizenship, Immigration and Multiculturalism Act set out in Schedule B, which establishes a new council to replace the Manitoba Ethnocultural Advisory and Advocacy Council and the Manitoba Immigration Council, is hereby enacted.

(a) the rights and property of the amalgamating entities are vested in the corporation;

(b) the liabilities and obligations of the amalgamating entities are assumed by the corporation;

(c) the by-laws of the former development corporation become the by-laws of the corporation;

(d) the directors and the chair of the board of the former development corporation become the first directors and the chair of the board of the corporation as if they had been appointed under this Act; and

(e) any person who owed money to, or had a contractual or other obligation with, an amalgamating entity immediately before the coming into force of this section owes that money to, or has that obligation with, the corporation, subject to the same terms and conditions, if any, that existed between that person and the amalgamating entity.

Legal proceeding or action by or against amalgamating entity

2(3) A legal proceeding or action by or against an amalgamating entity may be continued by or against the corporation as if it were the amalgamating entity.

5(2) Subject to the directives of the Treasury Board, the corporation may acquire, hold and deal with property in its own name.

BOARD AND STAFF

Board

6(1) The business and affairs of the corporation are to be managed by a board of directors consisting of at least three and not more than five directors appointed by the Lieutenant Governor in Council.

Term

6(2) The Lieutenant Governor in Council may specify the term of a director's appointment, which is not to exceed three years.

After term expires

6(3) After a director's term expires, the director continues to hold office until re-appointed or a successor is appointed, or until the appointment is revoked.

MLA not eligible

6(4) A member of the Legislative Assembly is not eligible to be a director.

Remuneration

6(5) If a director is not a member of the civil service, the Lieutenant Governor in Council may specify the remuneration payable to the director.

Chair and vice-chair or interim chair

7(1) The Lieutenant Governor in Council must designate one director as the chair of the board. The chair may designate any other director as a vice-chair or interim chair of the board.

Vice-chair's or interim chair's responsibility

7(2) Subject to the terms of his or her designation, a vice-chair or interim chair may act as the chair if the chair is absent or unable to act or the position of chair is vacant.

Quorum

8 A majority of the directors in office constitutes a quorum of the board.

Chair to report to minister

9 The chair of the corporation must report to the minister and, at the minister's request, provide the minister with any information the minister requires relating to the corporation's business and affairs.

By-laws

10 The board may, with the approval of the minister, make by-laws for the conduct and management of the business and affairs of the corporation, including by-laws establishing a code of ethics and a conflict of interest policy for the directors, officers and employees of the corporation.

Staff

11(1) The board may appoint, or authorize the appointment of, such officers and employees as it considers necessary to carry on the corporation's business and affairs.

(a) such officers or employees of a department of the government for such periods and subject to such terms and conditions as the minister of the department approves; and

(b) such employees of an agency of the government for such periods and subject to such terms and conditions as the minister responsible for the agency approves.

Advisors and experts

11(3) The board may engage the services of advisors and persons providing special, technical or professional knowledge or services and provide for and pay their remuneration.

Protection from liability

12 No action or proceeding may be brought against a director, officer or employee of the corporation or any other person acting under the authority of this Act for anything done or omitted to be done, in good faith, in the exercise or intended exercise of a power or duty under this Act.

FINANCIAL MATTERS AND ANNUAL REPORT

Grants from Consolidated Fund

13 The Minister of Finance, on the requisition of the minister, may make grants to the corporation out of money appropriated by the Legislature for that purpose.

Borrowing authority

14(1) The corporation may borrow money, but only with the approval of the Lieutenant Governor in Council and only

(a) by way of loan from the government

(i) for temporary purposes, or

(ii) for other purposes to the extent permitted under The Financial Administration Act or a Loan Act; or

(b) for temporary purposes by way of overdraft, line of credit, loan or otherwise upon its credit from a bank or other financial institution.

Advance out of Consolidated Fund

14(2) Money required for a loan from the government may be paid out of the Consolidated Fund in accordance with The Financial Administration Act.

Investment of surplus money

15(1) The corporation may deposit with the Minister of Finance, for investment on its behalf, money of the corporation that is not immediately required for its purposes.

Investment and interest to be paid to corporation

15(2) At the request of the corporation, the Minister of Finance must pay to the corporation any money invested under subsection (1) and interest earned on those investments.

17 The corporation's financial records and accounts are to be audited each year at the corporation's expense by an auditor, who may be the Auditor General, appointed by the Lieutenant Governor in Council.

Annual report

18(1) Not later than September 30 in each year, the board must give a report to the minister on the corporation's activities and operations during the fiscal year ending on March 31 of that year.

Audited financial statements

18(2) The report must include audited financial statements and any other information that the minister requires.

Report tabled in Assembly

18(3) The minister must table a copy of the report in the Legislative Assembly within 15 days after receiving it if the Assembly is sitting or, if it is not, within 15 days after the next sitting begins.

Production of information

19 The corporation may produce or be required to produce to the Legislative Assembly or to any committee of the Assembly, any information respecting the business or affairs of the corporation or any of its subsidiaries other than information or financial statements the release of which, in the opinion of the board or the chair of the board, would be prejudicial to the interests of the corporation or an applicant or recipient of financial assistance from the corporation.

MISCELLANEOUS

No loan or financial assistance to or for benefit of MLA

20 The corporation must not make a loan or provide a guarantee or other financial assistance to

(a) a member of the Legislative Assembly or a dependant of such a member; or

(b) any person or organization in which a member of the Legislative Assembly or a dependant of such a member has a direct pecuniary interest or indirect pecuniary interest.

For this purpose, "dependant", "direct pecuniary interest" and "indirect pecuniary interest" have the same meaning as in The Legislative Assembly and Executive Council Conflict of Interest Act.

Corporations Act and Securities Act not to apply

21(1) Part XXIV of The Corporations Act (Trust and Loan Corporations) and The Securities Act do not apply to the corporation or to any subsidiary of the corporation.

Conflict with Corporations Act

21(2) If there is a conflict between any provision of this Act and a provision of The Corporations Act, the provision of this Act prevails.